Service Agreement
COLLECTIONS CARE SERVICES AGREEMENT
This Collections Care Services Agreement (“Agreement”) is made and effective on the date of written acceptance of the Agreed Proposal or estimate, by and between J.T. Robinette, LLC, d.b.a. Art Handler Network, a limited liability company organized in the State of New York, also known as JT Robinette Art & Artifacts Collections Management (“JT Robinette”) and the Client (JT Robinette and Client each a “Party” and, collectively, the “Parties”).
In consideration of the mutual undertakings, the adequacy and sufficiency of which are hereby mutually acknowledged, and upon the following terms and conditions, JT Robinette and Client agree as follows:
RECITALS
WHEREAS, JT Robinette is in the business of providing art and artifacts collections management and care services (“Collections Care Services”) to its clients;
WHEREAS, JT Robinette shall provide, perform and/or deliver Collections Care Services (“Services”) to Client regarding the Client’s collection of fine art and artifacts and objects (“Art”) and other related property (“Other Property”);
WHEREAS, the Services to be provided, performed and/or delivered by JT Robinette to Client are more particularly described in the Proposal for Collections Care Services agreed to and signed by JT Robinette and Client (“Agreed Proposal”), the terms of which are incorporated herein, and which is made subject to this Agreement;
WHEREAS, Client and JT Robinette agree that this Agreement applies to each Agreed Proposal between them until this Agreement is terminated;
WHEREAS, from time to time, JT Robinette may coordinate and facilitate the provision, performance and/or delivery of certain Services, or aspects of Services, by one (1) or more independent qualified professionals (“Vendor(s)”);
WHEREAS, Client and JT Robinette agree that this Agreement applies equally to all aspects of Services provided, performed and/or delivered pursuant to an Agreed Proposal, whether they are provided, performed and/or delivered by JT Robinette or Vendors, or both;
WHEREAS, Client and JT Robinette agree that Client will pay JT Robinette for the Services performed in accordance with the terms, conditions and provisions of this Agreement;
NOW THEREFORE, in consideration of the mutual agreements, covenants and conditions herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
I. RECITALS
1. Recitals. The foregoing recitals are true and correct and are made an integral part of this Agreement as though fully set forth and incorporated herein.
II. ASSOCIATION & DUTIES
2.1. Association. The Services to be provided by JT Robinette under this Agreement are more fully set forth in the Agreed Proposal(s). The Parties agree that each Agreed Proposal is incorporated herein, and that each Agreed Proposal made during the term of this Agreement is made subject to the terms and provisions of this Agreement. In the event that a term or provision of an Agreed Proposal conflicts with this Agreement, this Agreement shall prevail.
2.2. Agreement Covers All Services. Client acknowledges and agrees that upon its execution of this Agreement, all terms are binding on Client. Client further acknowledges and agrees that this Agreement is applicable to all of JT Robinette’s invoices and expense reimbursement requests and other requests for payment submitted for Services provided hereunder.
2.3. Relationship of the Parties. JT Robinette may act as the “agent” of Client when acting under a duly authorized power of attorney issued by Client for the purposes of performing duties in connection with the entry and release of Art and Other Property, post entry services, the securing of export licenses, the filing of export documentation on behalf of Client and other dealings with Customs and Government Agencies, as well as when providing services that require a power of attorney issued by Client. As to all other Services, JT Robinette acts as an Independent Contractor of Client.
2.4. Power of Attorney. In the event that a limited power of attorney agreement executed by Client, appointing JT Robinette as its attorney-in-fact, is necessary for the provision of a Service hereunder, Client agrees that it will execute such power of attorney agreement promptly upon request by JT Robinette.
2.5. Performance of Services. JT Robinette will perform, provide and/or deliver the Services described in the Agreed Proposal(s) in a manner consistent with the objectives set forth in the Agreed Proposal(s) and, when applicable, the Services shall be completed in accordance with the due date or timeline set forth in the Agreed Proposal. Otherwise, JT Robinette will have full and sole control over the work it performs under this Agreement, including how, when and where such work is performed.
2.6. Collaboration. JT Robinette is engaged in services for creative projects that may, from time to time, involve collaborative efforts, e.g., agreed-upon implementation, joint decision-making with Client. For the avoidance of doubt and notwithstanding any collaboration, except as stated in Section 2.3 above, neither an employer-employee nor a principal-agent is created by this Agreement, and neither Party is the agent for the other or authorized to act in that capacity, nor does either Party intend to do so. Nothing in this Agreement or by the conduct of the Parties shall be deemed to transform the Parties’ relationship as employer-employee, work made for hire, or agency.
III. CONTRACTORS
3.1. Contractors. Client understands and agrees that JT Robinette’s business model involves, from time to time and at JT Robinette’s discretion, contracting with independent third parties (“Contractors”) for the provision, performance and/or delivery of certain Services or aspects of Services to Client.
3.2. Selection of Contractors. JT Robinette will exercise reasonable care in the screening and selection of Contractors but assumes no liability and shall not be held responsible for any damage, loss or expense caused by any Vendor’s acts or omissions. Unless Client selects otherwise in the Agreed Proposal, JT Robinette will present Vendor options from which Client may select the Vendor of its choice.
3.3. Payment to Contractors. Client understands and agrees that Contractors set their own rates for their services provided, performed and/or delivered to Client (“Contractor Fees”). Contractors invoice JT Robinette for Contractor Fees, and JT Robinette will remit Contractor Fees to the Contractor in accordance with the agreement between JT Robinette and Contractor. JT Robinette will include Contractor Fees, plus the premium (“Premium”) stated in the Agreed Proposal(s), either with its Invoices or Expense Reimbursement Requests as discussed in Section IV below. Client agrees that the Premium is a reasonable fee that covers JT Robinette’s administrative costs related to Contractors, including payment platform fees and reference checks.
IV. COMPENSATION & EXPENSES
4.1. Fees & Invoices. JT Robinette shall set its Fees for the Services to be performed, which Fees are stated in the respective Agreed Proposal. JT Robinette will submit an invoice(s) to Client for its Services (“Invoice(s)”) in writing at the address and/or email address set forth in Section XIII below, based upon the frequency stated in the Agreed Proposal.
4.2. Expenses. JT Robinette will be reimbursed for expenses it incurs, whether incurred directly or via reimbursement of a Vendor’s expenses, in connection with the performance of Services under this Agreement as set forth in Agreed Proposal or otherwise approved in writing by Client (“Expenses”). JT Robinette will submit a copy of the original written receipts for such expenses (“Expense Reimbursement Request”) to Client at the address and/or email address set forth in Section XIII below, when such expenses are incurred. No such receipt shall be necessary for mileage charges.
4.3. Payment Guaranteed by Client. Client guarantees payment for all services rendered pursuant to the Services made the subject of the Agreed Proposal, and agreed upon expenses incurred related thereto, on Client’s behalf, no matter whether Client, JT Robinette or a Vendor ordered the services.
4.4 Foreign Exchange Fluctuations. Client acknowledges that estimates of charges for Services may have been given by JT Robinette using current exchange rates, and that actual charges may differ in accordance with variations in the currency exchange rate at the time service is provided.
4.5. Service Fees Accrue on Late Payments. Client agrees to pay JT Robinette’s Invoices and reimburse Expenses within fourteen (14) days from the date of issuance of each Invoice or Expense Reimbursement Request. If an Invoice or Expense Reimbursement Request remains unpaid, either wholly or in part, after thirty (30) days from the date of issuance, Client agrees that it shall pay a late fee as set forth in the Agreed Proposal.
4.6. Collection Costs. Client agrees to pay JT Robinette’s attorney fees, costs and other expenses incurred in the event that JT Robinette engages an attorney for purposes of collection on unpaid Invoices or Expense Reimbursement Requests.
4.7. Duties and Taxes. Client acknowledges that Client is solely responsible for collecting, reporting and payment of any and all sales taxes, use taxes, excise taxes, customs duties, and all other assessments on Client’s Art and/or Other Property, regardless of the roles undertaken by JT Robinette on behalf of Client, as required by applicable laws or as imposed by any governmental authorities. In the event a governmental authority imposes a tax, customs duty, or other assessment against JT Robinette regarding Client’s Art and/or Other Property, Client shall promptly acknowledge Client’s obligation hereunder to the governmental authority and shall defend and indemnify JT Robinette against such action and assessment.
V. TERM OF AGREEMENT
5.1. Term of Association. The term of this Agreement shall begin on the Effective Date hereof and continue for a period of one (1) year and shall automatically be extended from year to year without further action by the Parties, unless sooner terminated in accordance with 5.2 below.
5.2. Termination. This Agreement may be terminated (a) by either Party upon thirty (30) days written notice to the other Party; or (b) upon breach of this Agreement by Client and the failure of Client to cure such breach to the satisfaction of JT Robinette within ten (10) days following receipt of written notice thereof.
5.3. Effect of Termination
5.3.A. In the event of termination of this Agreement, neither Party shall have any further obligations hereunder except (i) obligations, promises or covenants contained herein which are expressly made to extend beyond the term of this Agreement, including, without limitation, confidentiality of information, indemnities and non-disclosure obligations; and (ii) Client will remain financially obligated under this Agreement for payment and remittance for all outstanding and pending balances per terms of the Agreed Proposal, including any outstanding Invoices and Expense Reimbursement Requests, as well as unbilled services, costs, fees or expenses at the time of termination, except as otherwise agreed in writing by the Parties.
5.3.B. In the event of termination of this Agreement, JT Robinette will deliver to Client all Services completed or in progress up to the date of termination, and JT Robinette will be paid for Services rendered prior to the effective date of termination, based on a reasonable determination by JT Robinette. Upon termination of this Agreement, JT Robinette shall promptly (i) transfer the Services back to Client; (ii) return to Client all of Client’s Art and Other Property, Confidential Information, and work product; and (iii) remove all of JT Robinette’s equipment, supplies, materials, tools, furniture, and vehicles, which removal will be at no additional cost to Client only if termination is mutual under 5.2(a) above.
VI. LIMITATION OF LIABILITY, WAIVER OF CLAIMS, INSURANCE
6.1. Negligence. Client agrees that JT Robinette shall only be liable for its negligent acts that are the direct and proximate cause of injury to the Art and/or Other Property. Client further agrees that any such liability shall be limited as forth in this Section VI.
6.2. Indirect Damages. In no event will JT Robinette be liable to Client for any special, indirect, or consequential damages (including but not limited to loss caused by delay, loss of revenue, profit, market value, utility and emotional distress, whether or not JT Robinette had knowledge that any such damages might be incurred) arising out of any performance of this Agreement or in furtherance of the provisions or objectives of this Agreement, regardless of whether such damages are based on tort, warranty, contract or any other legal theory, even if advised of the possibility of such damages.
6.3. Direct Damages. Each Party’s liability on any claim or loss arising out of, or connected with this Agreement shall be limited to the actual direct damages incurred by the nondefaulting party, provided that in each such instance, such liability shall not exceed the lesser of (1) the amount of actual direct monetary loss suffered by the nondefaulting party; or (2) the total of Invoices paid to JT Robinette under this Agreement.
6.4. Client’s Insurance. Client understands and acknowledges that it is encouraged to purchase insurance covering damages to, or related to, its Art and Other Property in excess of those allowed under this Agreement. Further, it is Client’s responsibility, and not the responsibility of JT Robinette, unless otherwise agreed upon by the Parties in writing, to procure an adequate amount of insurance, in the Client’s name, to cover any damage to its Art and Other Property, and Client waives any losses it may incur or damages it may suffer above and beyond any insurance it elects to purchase.
6.5. Deductible. Client r hereby expressly agrees that JT Robinette is not liable to it, the insurer, or to third Parties or others for any deductible amount from insurance proceeds paid under any policy obtained pursuant to Section 6.4 or under other policies of insurance, or any other offset of or deduction from insurance proceeds paid by the policy or the carrier of insurance, or any other policies of insurance not otherwise specified.
6.6. Prompt Notice of Loss or Damage Required. Unless subject to a specific statute or international convention, all claims against JT Robinette for damage to or loss of Art and/or Other Property must be made in writing and received by JT Robinette within ten (10) days of occurrence.
6.7. Claims Expire After One (1) Year. Legal action to enforce a claim against JT Robinette related to Services provided under this Agreement must be filed within one (1) year of the Effective Date of this Agreement or (2) after completion of the Service(s) at issue, whichever is later. Any such claim against JT Robinette will be deemed waived and barred unless a timely filed as provided in this subsection.
6.8. Payment of Invoices Required. Client agrees that no claim for loss, damage or delay shall be entertained by JT Robinette until all of JT Robinette’s invoiced charges and expense reimbursement requests have been paid in full, and the amount of any claim may not be deducted from the total due to JT Robinette.
6.9. JT Robinette’s Insurance. JT Robinette warrants and represents that it maintains at its cost and expense a policy of insurance for commercial general liability (the "Policy"), and further represents and warrants that the Policy shall remain in full force and effect during this Agreement.
6.10. Certificate of Insurance and Additional Insurance. Upon request of Client, JT Robinette agrees to provide proof of such Policy in the form of a Certificate of Insurance. Upon request of Client and at Client’s expense, JT Robinette agrees to obtain an endorsement to its Policy naming Client as an Additional Insured.
6.11. Exceptions. The limitations of liability in this Section VI shall not apply to (a) Client indemnity obligations set forth in Section IX of this Agreement; or (b) JT Robinette’s claims against Client for breach of confidentiality obligations set forth in Section VII of this Agreement.
VII. CONFIDENTIALITY
7.1. Confidential Information. The Parties hereby agree that each of them, and their employees, agents, affiliates, and representatives, shall reasonably and diligently protect and maintain the intellectual property, confidential information, and proprietary materials of the other, including the contents of Client’s collection of Art, within the scope of this Agreement as confidential. The Parties shall not disclose or give to others or use for others, any fact, material, or information not generally known to the public concerning any aspect of the materials and information within the scope of this Agreement, except as reasonably necessary to carry out the objectives of the Agreement. The obligation to protect and maintain confidentiality under this Paragraph shall remain effective and the obligations shall continue regardless of the duration or termination of the Services under this Agreement, the relationship between the Parties, or absence thereof, in perpetuity.
7.2. Definitions. “Intellectual Property,” “Confidential Information” and “Proprietary Materials” means all non-public content and information, regardless of form, medium or format, which constitutes, embodies, contains, relates, reflects or refers to the business, and creative operations, processes, and products of the Parties, including but not limited to all financial, investment, operational, personnel, sales, marketing, managerial, statistical, trade secrets, customer lists, contact lists, pricing information, designs, licenses, contracts, inventions, designs, drawings, creative content, copyrights, trademarks and trade dress, whether or not the copyrights and marks or dress are registered with a governmental agency or entity or in the process of such registration.
7.3. Use of Confidential Information. The Parties warrant and represent that each shall use Intellectual Property, Confidential Information and Proprietary Materials in accordance with this Agreement, and that failure to do so, shall constitute a material breach of this Agreement and a basis for legal action under common law, state and federal laws arising therefrom.
VIII. NON-CIRCUMVENTION
8.1 Client agrees that the Collections Care Services performed under this Agreement involve, among other activities, introductions of Client to JT Robinette’s trade contacts, including but not limited to other clients and Vendors engaged in Collections Care Services. Client agrees all such third parties introduced to it by JT Robinette in the course and scope of performance under this Agreement represent significant efforts and working relationships that are unique to, and part of, the work product and intellectual property of JT Robinette. Therefore, for a period of one (1) year from the termination of this Agreement, Client will not enter into any agreement, transaction, or arrangement for any aspect of Collections Care Services with any of the contacts (including their agents, principals, and affiliates) which JT Robinette has introduced, directly or indirectly, to Client, unless Client has obtained the prior written consent of JT Robinette on a case-by-case basis. Client also will not undertake to make use of its associates, affiliates or any third party to circumvent this provision. In addition to other penalties available under this agreement, violation of this provision shall result in a monetary penalty that is equal to the fee JT Robinette should have realized as a result of each transaction that takes place due to the introduction.
Alternatively, Client may choose to permanently hire a JT Robinette contractor at any point with thirty (30) days’ notice to JT Robinette and by paying JT Robinette a fee of (10%) of the hire’s annual compensation. JT Robinette will bill this in (3) installments: at the time of hire, after (30) days, and after (60) days. At either the 30- or 60-day benchmark, should the Client decide not to continue with the hire, JT Robinette will forgo the remaining payment(s).
IX. INDEMNIFICATION & DEFAULT
9.1. Indemnification. To the fullest extent permitted by law, each Party shall indemnify the other and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney's fees) they may incur on account of any breach by that Party of this Agreement.
9.2. Default. A party is in default of this Agreement if the party fails to cure a breach or any violation of this Agreement within ten (10) days after receipt of written demand to cure the breach from the other party. If either party is in default, the non-defaulting party may: (a) terminate this agreement by providing at least ten (10) days written notice; (b) recover all amounts due to the non-defaulting party under this agreement; (c) recover reasonable collection costs and attorney's fees; and (d) exercise any other remedy available at law.
X. HEALTH & SAFETY
10.1. COVID-19 Protocols. This Agreement includes the Parties’ respective acknowledgement and express agreement that each Party shall honor the health, safety and medical practices of the other Party with respect to the pandemic currently labelled COVID-19, and any variants and mutations thereof, by requiring that they themselves, and all persons present at site visits, inspections, in-person gatherings, events or meetings (collectively “Meeting(s)”) shall comply with the other Party’s requests regarding protocols, e.g., masking, social distancing and the like.
10.2 Enforcement of COVID-19 Protocols
10.2.A. The Parties agree that they will honor each other’s reasonable requests for safety measures under this Section for any meeting between any of them, their employees, vendors, agents, and representatives. Failure by either Party to comply or enforce compliance of other persons present at any meeting covered under this Agreement shall constitute grounds for the compliance-requesting Party to decline or discontinue participation at the meeting. In the event Client is the non-complying Party, Client shall be solely responsible and financially obligated to JT Robinette for any fees, costs and additional expenses incurred because of the noncompliance, including fees, costs and additional expenses related to rescheduling the meeting and delayed performance under this Agreement.
10.2.B. Client agrees that JT Robinette shall not be deemed in breach of any obligation, term, condition, or provision under this Agreement for refusing participation in any meeting where JT Robinette believes in its sole discretion that the health or safety of JT Robinette, Client or third party is at risk, or that of their employees, agents, and representatives.
XI. WARRANTIES AND REPRESENTATIONS
11.1. Non-hazardous materials. Client warrants that it shall not tender to JT Robinette or Vendors any item containing explosives, destructive devises, or hazardous materials for transport, handling or storage.
11.2. Ownership and Authority. Client warrants that it is the lawful owner or authorized representative or agent of the lawful owner of all Art and Other Property to be handled by JT Robinette or Vendors under the Agreed Proposal, and that is has full power and authority to enter into this Agreement.
11.3. Information Provided by Client. Client acknowledges and understands that JT Robinette and Vendors, if any, shall reasonably rely on information provided by Client, and Client warrants that it shall provide a full and accurate description of all Art and Other Property to be catalogued, stored, transferred, shipped, packaged, installed or otherwise handled by JT Robinette and Vendors, and shall provide accurate and complete information to JT Robinette and Vendors for use in the preparation of all documents and declarations required for completion of the Services, including documents and declarations required by United States Customs and other government agencies, and to immediately advise JT Robinette of any errors, discrepancies, incorrect statements or omissions in any information provided to JT Robinette and Vendors for use in any declaration or other submission filed on Client’s behalf.
11.4. Inspection. In the event the Services require it, in the sole discretion of JT Robinette or Vendor(s), Client consents to JT Robinette’s and/or Vendor’s inspection of Art and/or Other Property, including Art and Other Property in sealed packaging, through physical or any other means. JT Robinette and any applicable Vendor have the right to reject, and return to Client, at Client’s expense, any Art and Other Property tendered to it in violation of Client’s warranties as set forth herein.
11.6. Authority to Contract. The Parties hereby warrant and represent that each of them has the full power, authority, and capacity to enter into and be bound by this Agreement, including without limitation, the Agreement in its entirety and each and every separate provision, term and condition.
XII. DISPUTE RESOLUTION
12.1. Mediation. If a dispute arises from or relates to this Agreement (or any Scope of Work Agreement made subject hereto) or the alleged breach thereof the parties agree to endeavor first to settle the dispute by mediation administered by an agreed upon mediator before resorting to arbitration. Mediation shall occur within Westchester County, New York or the five (5) boroughs of New York City, New York.
12.2. Arbitration. Any dispute arising from or relating to this Agreement (or any Scope of Work Agreement made subject hereto) or the alleged breach thereof that cannot be resolved by mediation as set forth in Section
12.1 above shall be resolved by arbitration administered by an agreed upon arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (although it need not be conducted under the auspices of the American Arbitration Association), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If the Parties agree, the mediator involved in the parties’ mediation may be asked to serve as the arbitrator. Arbitration shall occur within Westchester County, New York or the five (5) boroughs of New York City, New York.
XIII. NOTICES
13.1. Written Notices. All notices given or provided under this Agreement or relating thereto shall be in writing, recited in English, and sent by electronic mail, read receipt acknowledged or express delivery service, or U.S. Postal Service, overnight or expedited, to the address of the respective Party and entities provided in this Paragraph, except where such Notice is otherwise excluded or unnecessary under this Agreement. The Parties agree that each of them shall update their respective contact data and addresses to reflect any changes.
IVX. GENERAL PROVISIONS
14.1. Additional Assurances. The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents and (c) to do such other acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement.
14.2. Assignment. Neither Party may neither assign its rights nor delegate its duties and obligations under this Agreement.
14.3. Binding Effect; Benefit. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective heirs, legal and personal representatives, and permitted successors and assigns.
14.4. Consents, Approvals and Exercise of Discretion. Whenever this Agreement requires any consent or approval to be given by either party or either party must or may exercise discretion, the Parties agree that the consent or approval shall not be unreasonably withheld or delayed, and that the discretion shall be reasonably exercised.
14.5. Consent to Electronic Signatures. The parties to this Agreement hereby consent to effect this transaction electronically. Pursuant to the Electronic Signatures and Records Act, as adopted by the State of New York, the parties hereby affirm to each other that they agree with the terms of the Agreement, and by attaching their electronic signature to the Agreement, they are executing the document and intending to attach their signature to it. Furthermore, the parties acknowledge that parties other than those to this Agreement can rely on a electronic signature(s) as the respective party's signature.
14.6. Construction. In the event of any dispute as to the precise meaning of any term contained herein, the principles of construction and interpretation that written documents be construed against the Party preparing the same shall not be applicable. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Party hereto.
14.7. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if the parties had all signed the same document, and a facsimile or portable document format (pdf) transmission shall be deemed to be an original signature for all purposes under this Agreement. All counterparts shall be construed together and shall constitute one agreement.
14.8 Divisions and Headings. The division of this Agreement into paragraphs, sections, and subsections and the use of captions and headings in connection therewith is solely for convenience and shall not affect in any way the meaning or interpretation of this Agreement.
14.9. Enforcement. Each Party waives its right to any legal action, except by means of arbitration, to enforce or interpret any provision of this Agreement. The non-prevailing Party shall be responsible for and shall pay, all fees, costs, and expenses incurred by the prevailing Party in connection therewith, including, without limitation, all legal and accounting fees, costs, and expenses at all levels of litigation or arbitration.
14.10. Entire Agreement. This Agreement, together with all exhibits hereto, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating thereto, written or oral, except to the extent that they are expressly incorporated herein. Each Agreed Proposal shall be considered part of this Agreement.
14.11. Expenses. Each Party shall pay the fees and expenses of its own counsel and experts and all other expenses incurred by such Parties incident to the negotiation, preparation, and consummation of this Agreement.
14.12. Governing Law, Choice of Law, Jurisdiction. This Agreement shall be construed, interpreted, governed by, enforced, and performed according to the laws of the State of New York and the laws of the United States of America, and in the event of conflicts the laws of the State of New York shall control. Venue for any lawsuit filed in connection with this Agreement shall be in Westchester County, New York.
14.13. Headings, Captions and Titles. The headings, captions, and titles herein are only inserted for convenience and in no way define, limit, or enlarge the scope or meaning of this Agreement, or any its provisions, terms, or conditions.
14.14. Modification. No provision of this Agreement may be amended, modified, waived, or discharged unless such amendment, modification, waiver, or discharge is agreed to in writing and signed by each Party.
14.15. References. Unless the context otherwise requires, the following shall apply: (a) references to this Agreement shall include any amendment or renewal hereof; (b) words such as "herein," "hereinafter," "hereof," "hereto" and "hereunder" refer to this Agreement as a whole; (c) whenever any reference is made in this Agreement to a Party hereto, such reference shall (when applicable) be deemed to be and include references to such Party's estate, personal representative, legal representative, heirs, successors, assigns, and transferees (direct or indirect) thereof; (d) capitalized words and phrases used in this Agreement that are capitalized for reasons other than syntax or grammar shall have the meaning attributable to them hereunder; (e) references to the masculine gender in this Agreement shall be deemed to include the feminine and neuter, and references to the singular shall include the plural, and vice versa, where appropriate; (f) references to a noun, verb, adjective, or adverb shall be deemed to include the inflected form thereof, and vice versa, where appropriate; (g) any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder; and (h) the word "including" shall mean including without limitation.
14.16. Severability. The Parties have negotiated and prepared the terms of this Agreement in good faith and with the intent that every term, covenant, and condition be binding upon and inure to the benefit of the respective parties. Accordingly, if any one or more of the terms, provisions, promises, covenants, or conditions of this Agreement or the application thereof to any person or circumstance shall be adjudged to any extent invalid, unenforceable, void, or voidable for any reason whatsoever by a court of competent jurisdiction, that provision shall be as narrowly construed as possible, and all the remaining terms, provisions, promises, covenants, and conditions of this Agreement or their application to other persons or circumstances shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. To the extent this Agreement is in violation of applicable law, the parties agree to negotiate in good faith to amend the Agreement to the extent possible to remain consistent with its purposes and to conform to applicable law.
14.17. Waiver. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to constitute a waiver of any subsequent breach of the same or another provision.
THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING PROVISIONS, TERMS AND CONDITIONS AND AGREE TO THEM AS OF THE EFFECTIVE DATE ON PAGE 1.